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that the Bank may elect to accept payment in any other currency without actual conversion into the Stipulated Currency.

(h)

All sums payable by the Depositor under this Letter of Set-Off and Guarantee shall be paid (i) free of any restriction or condition, (ii) free and clear of and (except to the extent required by law) without any deduction or withholding on account of tax and (iii) without deduction or withholding (except to the extent required by law) on account of any other amount whether by way of set-off counterclaim or otherwise.

(i)

If (i) the Depositor is required by law to make any deduction or withholding on account of any such tax or other amount from any sum paid or payable by the Depositor to the Bank under this Letter of Set-Off and Guarantee or (ii) the Bank (or any person on the Bank’s behalf) is required by law to make any deduction or withholding from or (except on account of tax on the Bank’s overall net income) any payment on or calculated by reference to the amount of, any sum received or receivable by the Bank under this Letter of Set-Off and Guarantee:-

(i)

the Depositor shall notify the Bank of any such requirement or any change in any such requirement as soon as the Depositor becomes aware of it;

(ii)

the Depositor shall pay any such tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Depositor) for the Depositor’s account or (if that liability is imposed on the Bank) on the Bank’s behalf and in the Bank’s name;

(iii)the sum payable by the Depositor shall (except to the extent that the amount of any such payment is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and

(iv)

within fourteen (14) days after paying any sum from which it is required by law to make any deduction or withholding, and within fourteen (14) days after the due date of payment of any tax or the amount which it is required by sub-paragraph (ii) to pay, the Depositor shall deliver to the Bank evidence satisfactory to the Bank of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

(j)For the consideration aforesaid and as a separate and independent stipulation in addition to and not in derogation of the guarantee herein given the Depositor hereby irrevocably and unconditionally undertakes to indemnify the Bank and keep the Bank indemnified fully and completely against all claims and demands, actions and proceedings, losses, damages, costs and expenses including legal costs on an indemnity basis and all other liabilities of whatsoever nature or description which may be made, taken, incurred or suffered by the Bank in connection with or in any manner arising out of the credit facilities or other accommodation granted by the Bank from time to time to the Customer whether solely or jointly with any other person or persons (in partnership or otherwise).

OCBC Legal / Sep 2009

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